On SEC, NGOs and party-list representatives

Emeterio Sd. Perez

Emeterio Sd. Perez

WILL the Securities and Exchange facilitate the registration of businesses? As keeper of company files, it requires the submission of two sets of documents by a stock corporation or partnership. These are the Articles of Incorporation and the Articles of Bylaws, which are too thick for business first-timers to fill up the blank spaces in them.

When registering with the SEC, a company has a choice between two processes. One is by using the SEC’s prepared forms by filling up the blank spaces reserved for, among others, the corporate name; the primary purpose; the incorporators; and the stockholders. The other option is by going through the regular process, which is simply copying the articles of incorporation and bylaws of existing companies.

Personally, I do not know how other countries go about legalizing corporations through their own SECs. If they make the procedure much easier than that of our own SEC, they would certainly enjoy a big advantage in attracting foreign companies. Businesses that find it more tedious to register in the Philippines would certainly look elsewhere for a better environment in starting a business.

This is not to belittle government efforts in attracting foreign investors. Rather, this piece is intended as a wake-up call for regulatory authorities to review their registration processes for companies wanting to open local shops. Are the procedures already in place enough to lure foreigners?

Investment report

Classifying businesses according to their primary purposes or intended activities is not easy. That’s why I salute the SEC people who were responsible for the 14 classifications that resulted from their studies with 108 entities.

Falling under the 15th classification, which was named NEC, an abbreviation for “not classified elsewhere,” were 108 companies with initial capital of P207 million.

Does NEC include non-government organizations (NGOs), which to the SEC are non-stock corporations?

From 2011 to 2015, a total of 114,964 partnerships and stock corporations with initial capital of P188.054 billion were registered with the SEC. The start-up infusion “includes foreign paid-up capital and contribution,” the amount of which was not included in the investment report.

Due Diligencer is not detailing the SEC report which is too long to be accommodated in this piece. If the readers of The Manila Times are interested in knowing more about the investment statistics, they should read the SEC’s annual reports for 2015.

Unelected legislators

The SEC should play a vital role in qualifying the party-list (formerly sectoral) nominees in the House of
Representatives. As a matter of fact, it should have been tapped by the Commission on Elections in determining the legal personality of these sectors claiming to represent the least fortunate among us despite their lack of constituents.

How can one, for instance, who is so rich become a party-list representative and speak for the less privileged among us Filipinos? Who are his/her constituents that should entitle him/her to the same rights, privileges and abuses of regularly elected district representatives?

Like independent directors who are members of the board of listed but not necessarily public companies, party-list representatives have no right to sit as legislators because of their limited number of votes and constituents.
If it was the 1987 Constitution that allocated seats these unelected politicians, why not amend it? The government can save money by getting rid of them.

By the way, how should these party-list groups be classified by the SEC? Should they be classified as NGOs, which to the SEC are non-stock and non-profit corporations?

Whether or not these groups qualify to name their nominees as legislators, it may be about time for the government to review the SEC power over NGOs, which should also include party-list representatives. Their recognition by the Comelec should not be enough to legalize them.



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